UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-20286
NOTIFICATION OF LATE FILING
(Check One): [X] FORM 10-K and FORM 10-KSB [ ] FORM 20-F [ ] FORM 11-K
[ ] FORM 10-Q and FORM 10-QSB [ ] FORM N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates: Not Applicable
Part I. Registrant Information
Full name of registrant: RC/Arby's Corporation
Former name if applicable: Not Applicable
Address of principal executive
office (street and number): 1000 Corporate Drive
City, State and Zip Code: Fort Lauderdale, Florida 33334
Part II. Rules 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check appropriate box.)
[ ] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
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[ X ] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form 20-F, 11-K
or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or
portion thereof will be filed on or before the
fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed).
The preparation of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Form
10-K") could not be completed by the prescribed filing date of
March 31, 1997 without unreasonable effort or expense as a
result of the following:
As disclosed in the Registrant's Current Report on
Form 8-K dated February 13, 1997, on such date the
principal subsidiaries comprising the Registrant's
restaurant segment entered into an agreement (the "RTM
Agreement") with RTM, Inc. ("RTM"), the largest
franchisee in the Arby's system, to sell to an
affiliate of RTM all of the 355 company-owned
restaurants. In 1996 the Registrant recorded a $58.9
million charge to (i) reduce the carrying value of the
long-lived assets to be sold by approximately $46.0
million to estimated fair value and (ii) provide for
associated net liabilities of approximately $12.9
million principally reflecting the present value of
certain equipment operating lease obligations which
will not be assumed by the purchaser and estimated
closing costs. The estimated fair value was based on
the terms of the RTM Agreement including anticipated
sales price.
The Registrant is in the process of relocating the
headquarters office of Royal Crown Company, Inc.
("Royal Crown") from Fort Lauderdale, Florida to White
Plains, New York. In connection therewith, the
Registrant has experienced certain employee turnover
which has impacted completion of the Royal Crown
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financial statements to be included in the
Registrant's Form 10-K.
The Registrant is an indirect wholly-owned subsidiary
of Triarc Companies, Inc. ("Triarc"). Certain of
Triarc's key personnel that are integral to the
completion of the Form 10-K are also integral to the
completion of the Annual Report on Form 10-K for the
year ended December 31, 1996 for Triarc and for
another subsidiary of Triarc which had an initial public
offering in 1996. The Registrant has been unable to
finalize the consolidated financial statements for the
Form 10-K without unreasonable effort or expense due
to the time constraints on such personnel and the
extensive efforts required to determine and record the
adjustments described above.
For the above-stated reasons, the preparation of the Form
10-K, including the financial statements to be included therein,
could not be completed by the prescribed filing date of March
31, 1997 without unreasonable effort or expense.
PART IV. Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Curtis S. Gimson, Esq. 954 351-5679
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
See Annex A hereto
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RC/Arby's Corporation
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1997 By:/s/ CURTIS S. GIMSON
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Curtis S. Gimson, Esq.
Senior Vice President and
General Counsel
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Annex A
For the reasons stated in Part III to this Form 12b-25, the
consolidated financial statements of the Registrant for the year
ended December 31, 1996 have not been completed. The
Registrant, however, expects to report in its Annual Report on Form 10-K
revenues of $466.4 million in 1996 compared with $445.4 million
in 1995, an operating loss of $31.6 million in 1996 compared
with an operating loss of $4.8 million in 1995 and a net loss of
$50.6 million in 1996 compared with a net loss of $33.6 million
in 1995. Such lower results in 1996 principally reflect an
increase of $44.3 million to $58.9 million in 1996 in the pretax
charge to reduce the carrying value of long-lived restaurant
assets to fair value as a result of their intended sale and a
$6.4 million charge in 1996 for facilities relocation and
corporate restructuring.
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